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HomeMy WebLinkAboutContract 52553 C:TYSErRE,Arci' r `cqT✓L; ' i CONTRACTNO. _52553 - VENDOR SERVICES AGREEMENT Marinus Analytics,LLC This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and through Susan Alanis, its duly authorized Assistant City Manager, and Marinus Analytics ("Vendor"), a Pennsylvania limited liability company, and acting by and through Cara Jones, its duly authorized Chief Executive Officer, each individually referred to as a"party" and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Price Schedule; and 4. Exhibit C—Verification of Signature Authority Form. Exhibits A, B and C,which are attached hereto and incorporated herein,are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Marinus Analytics shall provide Traffic Jam software application. Exhibit"A,"-Scope of Services more specifically describes the services to be provided hereunder. 2. TERM. This Agreement shall begin on final execution ("Effective Date") and shall expire on twelve (12) months after ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to three(3)one-year renewal options, at City's sole discretion. 3. COMPENSATION. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit"B,"—Price Schedule. Total payment made under this Agreement for the first year by City shall be an amount not to exceed Three Thousand Five Hundred and 00/100 dollars ($3,500.00). Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. N-F6CIAL RECORD Vendor Services Agreement ' VARY FT. WORTH, TX 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event,Vendor shall, in good faith,use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Vendor agrees that City shall, until the expiration of three (3)years after final payment under this contract,or the final conclusion of any audit commenced during the said three years,have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records,including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor Services Agreement Page 2 of 18 Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers,agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subVendor. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTSANDAGREES TO INDEMNIFY,HOLD HARMLESSAND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOSTPROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TOANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section,Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in defense of such claim or action.City agrees to give Vendor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or Vendor Services Agreement Page 3 of 18 restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation;or(b)modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid to Vendor by City,subsequent to which termination City may seek any and all remedies available to City under law. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assi nment. Vendor shall not assign or subcontract any of its duties,obligations or rights under this Agreement without the prior written consent of City.If City grants consent to an assignment,the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Vendor shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle"shall be any vehicle owned, hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability Vendor Services Agreement Page 4 of 18 $100,000 - Bodily Injury by accident; each accident/occurrence $100,000- Bodily Injury by disease; each employee $500,000- Bodily Injury by disease;policy limit (d) Professional Liability (Errors&Omissions): $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made,and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City.Ten(10)days' notice shall be acceptable in the event of non-payment of premium.Notice shall be sent to the Risk Manager, City of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas.All insurers must have a minimum rating of A- VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS. Vendor Services Agreement Page 5 of 18 Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES,ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United States Mail,registered,return receipt requested,addressed as follows: To CITY: To VENDOR: City of Fort Worth Marinus Analytics,LLC Attn: Susan Alanis,Assistant City Manager Cara Jones,CEO 200 Texas Street PO Box 6127 Fort Worth,TX 76102-6314 Pittsburgh,PA 15212-9998 Facsimile: (817)392-8654 Facsimile: With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor,any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the persods employer. Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS. Vendor Services Agreement Page 6 of 18 It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas.If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B,and C. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment,modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument,which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREE VKT NT. This Agreement, including Exhibits A, B and C,contains the entire understanding and agreement between City and Vendor,their assigns and successors in interest, as to the matters contained herein. Any Vendor Services Agreement Page 7 of 18 prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards.City must give written notice of any breach of this warranty within thirty(30)days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or (b)refund the fees paid by City to Vendor for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement(collectively, "Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a"work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright,patent,trademark,trade secret,and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 28. SIGNATURE AUTHORITY. Vendor Services Agreement Page 8 of 18 The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party,and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name,title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit"C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. CHANGE IN COMPANY NAME OR OWNERSHIP Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it:(1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and(2)will not boycott Israel during the term of the contract. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this day of to 201 (signature page follows) Vendor Services Agreement Page 9 of 18 ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person �/' responsible for the monitoring and administration of By: __ this contract,including ensuring all performance and ame:�7j�YIA) reporting requirem�nts. Title: Assistant City Manager Date: �/�(D 2v/� By. Name: Steve Streiffert APPROVAL RECOMMENDED: Title: Assistant Director, IT Solutions APPROVED AS TO FORM AND LEGALITY: By: Name: Title: By: N e: John B. rong ATTEST: Title: Assi t City Attorney CONTRACT AUTHORIZATION: �M&C: N/A By: t Name: Mary y Title: City Secretary f VENDOR: .ir`�j ` Marinus Analytics,LLC ATTEST: By: -�._ By: 54ZG K. c�9u Ada We: C a Jones Name: Brian Sowa Title: CEO Title: VP of Business Development Date: 06/19/2019 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 10 of 18 EXHIBIT A SCOPE OF SERVICES Vendor Services Agreement—Exhibit A Page 11 of 18 0 MARINUS ANALYTICS Traffic Jam Sales Proposal Created for: Fort Worth Police Department Kathryn Agee-Dow Kathryn.Agee-Dow@fortworthtexas.gov Quote#19-305 Vendor Services Agreement—Exhibit A Page 12 of 18 Current Situation When one thinks of prostitution activity,the image of a person pacing a street corner often comes to mind. In the present day,there is a paradox. Often, signs of the prostitution are not publicly visible.Yet the Internet and modern communication technologies have fed the growth of this industry by discretely linking the demand and supply of adult services,which involve women, men,and children. Every day,there are literally tens of thousands of Internet ads marketing unlawful activities in the United States. Trying to sift through all of the posted ads is a daunting challenge for law enforcement. These ads often represent the vulnerable in our society, victims of human trafficking. At Marinus Analytics, our mission is to enable members of law enforcement to get a step ahead of criminals and their elusive behaviors and ultimately rescue more victims and prosecute the perpetrators who exploit them. Not only does attacking this problem lead to victim rescue, but it also quells a revenue stream of prostitution which may fund organized crime, arms and drugs trafficking, and even terrorist activity. Addressing sex trafficking is crucial for saving the lives of victims, putting a stop to other criminal activities, and promoting the health of our society. History We began at Carnegie Mellon University, as a research project seeking to develop machine learning and statistical data mining applications with social impact. The project was fostered from its infancy by the Carnegie Mellon Auton Lab, in the Robotics Institute: an organization geared at producing technologies that help solve real-world problems. It became the perfect incubator for the project to put cutting edge innovations into the hands of law enforcement and victim services organizations. Now, as Marinus Analytics, our mission is to deliver this cutting edge research to law enforcement and lawmakers, keeping them ahead of the criminals and providing them with investigative tools to monitor and fight crime, particularly, human trafficking. We now also partner with non-profits to bring our capabilities of tracking victims to empower them to find the girls they seek. We are proud partners with Pittsburgh-based incubator Idea Foundry, the NSF I-Corps Program, and are excited to work as a team member on the DARPA Memex program. Objectives Vendor Services Agreement—Exhibit A Page 13 of 18 The objective of this sales proposal is to offer a subscription of service for formal use of Traffic Jam. Traffic Jam is the flagship product hosted by Marinus Analytics. This tool provides actionable leads and empowers law enforcement agents to follow up on tips and build their sex trafficking and prostitution cases, using evidence gleaned from the massive amounts of publicly available classifieds online. Its capabilities, originally developed at Carnegie Mellon University, are based on machine learning algorithms and advanced data structures. At Marinus Analytics, we place these cutting edge technologies in the hands of law enforcement in a usable, digestible format,to harness the power of data online to build their investigations. The tool is operational in United States and Canada and offered through a subscription service. Current users include federal state and local law enforcement agencies in both the United States and Canada. Traffic Jam has successfully been used for: • Tracking suspects, pimps,victims • Finding underage girls • Building timelines of movement • Generating new leads for building cases • Gathering intelligence for suspect/victim interviews • Observing overall trends in the supply-base of the adult services industry Approach Traffic Jam works by combining an archive of publicly available classifieds and the latest advancements in computer science. Since 2011, over 250 million ads have been collected and are accessible using Traffic Jam. • Advanced search enables users to follow up on tips like phone numbers or victims' names. Phone numbers contained in ads are de-obfuscated to reduce posters'ability to throw off law enforcement by writing numbers in a cryptic fashion. • Our"trail"feature is used to build timelines of activity that span geographic regions. Even when phone numbers change, as the case with use of"burn phones,"the trail feature displays the timeline of activity from the same individual or group to characterize how different phone numbers were utilized over time. If your tip involves an old phone number that is not currently being used, Traffic Jam will inform you of the currently used number, the location where the target individual or group is active, and ads summarizing this information. • FaceSearch, our facial recognition technology, revolutionizes the response to human trafficking, enabling investigators and social workers to quickly identify at-risk youth and Vendor Services Agreement—Exhibit A Page 14 of 18 adults, and helping law enforcement conduct successful rescues. The combination of the new FaceSearch into the existing Traffic Jam platform will make it possible for detectives to start with a photo of a missing child,a social media photo, or a photo from a social worker, and quickly determine whether this potential victim has been advertised online for commercial sex. • "Local Alerts"is an additional feature that ranks daily volume of activity in a given location based on machine learning algorithms.These algorithms are trained on ads known to involve trafficking, given to us by NGO partners. It helps bring to the surface the ads found most suspicious within the massive amount of data.This feature is continually being improved and is available for your immediate use. Disclaimer.-ads contained in the local alerts section of the tool are not decisively evidence of human trafficking but are suggestions to be reviewed. Users are to employ their discretion and additional intelligence sources when determining to pursue this activity, along with other records available in the tool, as part of any investigation or arrest. • Reporting functionality allows users to export search and trail results directly from the tool. This is useful for disseminating evidence amongst law enforcement peers collaborating on an investigation.This feature may also be presented to district attorneys when placing a suspected criminal in custody. Finally, Traffic Jam is well-tested, established tool,with an intuitive user-interface. No setup or installation is required on behalf of the users. It has been proven to save time and increase efficiencies on investigations. New features and enhancement are continuously being deployed. Benefits There are multi-fold benefits from utilizing the Traffic Jam application which are associated with law enforcements"ability to get ahead of criminal's elusive behavior and to support the victims involved in these crimes: • Save time when gathering evidence. Time savings is one of our main value propositions to the users. This is a metric that can easily be converted into cost savings to law enforcement agencies. On just one of our cases,the detective in California told us he spent S+hours searching for evidence that Traffic Jam provided him in a number of seconds. If we estimate we save this amount of time, even conservatively,twice per month,this would be 192 hours per person, annually. At an estimated$361hour wage,this is nearly$7,000 in man-hour savings per person each year. Agencies can have dozens of individuals that work these cases,so the cost savings per agency would increase from there. Sales Proposal for Fort Worth Police Department.Copyright©2015 Marinus Analytics Vendor Services Agreement—Exhibit A Page 15 of 18 • Beyond hard cost savings,Traffic Jam provides leads to detectives that they would otherwise be untraceable. Another detective we worked with in Texas used Traffic Jam to keep track of a sex offender who was pimping minors, and had been pursued by law enforcement for over 10 years. It was only due to Traffic Jam's capabilities that the detective was able to hone in on the sex offender,despite frequent phone number changes and fake identities used. The detective ultimately made a successful arrest of the individual, due to Traffic Jam's machine learning algorithms. Although this is more difficult to translate into hard metrics,the ability to find leads that would otherwise be undiscovered greatly increases the efficiency and the efficacy of the work that law enforcement agencies do. • Quickly identify ads which may be used as evidence or referenced in website subpoenas. Recall historical online activity long after original ads have been removed or deleted. • Search cryptic phone numbers and easily determine use of"burn"phones. Track criminals and victims using previously known numbers and identify currently used numbers. • Build timelines of geographic movement.Assess volume and frequency of activity. Monitor trails for the emerging activity. • Proactively review local alerts for suspicious activity within the mounds of daily postings. • Traffic Jam is hosted on a Secure Hypertext Transfer Protocol server. Users have the option to save searches or not to have any past searches saved on our servers. Deliverable Logins will be distributed to the Fort Worth Police Department for access to Traffic Jam software through March 31,2020.The Traffic Jam application is accessible using a web- browser(preferably Chrome, Mozilla Firefox, or Safari.) Users may access the tool through any device(e.g. laptop, desktop, smartphone,or tablet)with Internet connectivity to the URL, www.tj-tool.com Service Through March 31,2020 Fee 30-day Trial Free Initial Setup $1,500(Waived) First License for 12 Months $3,500 Additional 12 month licenses $1,800/each Enterprise License(Unlimited Logins) $10,000/year Sales Proposal for Fort Worth Police Department,Copyright @2015 Marinus Analytics Vendor Services Agreement—Exhibit A Page 16 of 18 EXHIBIT B PRICE SCHEDULE Marinus Analytics will submit invoice(s)to the City of Fort Worth upon receipt of a City purchase order. The City will process invoice(s)Net 30. Vendor Services Agreement—Exhibit B Page 17 of 18 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY VENDOR NAME: MARINUS ANALYTICS,LLC ADDRESS: PO BOX 6127,PITTSBURGH,PA 15212-9998 SERVICES TO BE PROVIDED: TRAFFICE JAM SOFTWARE APPLICATION Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Cara Jones Position: CEO n ure 2. Name: Position: Signature 3. Name: Position: Signature Name: Cara Jones gn tur f President/CEO Other Title: Date: Vendor Services Agreement—Exhibit C Page 18 of 18